CONSULTING AGREEMENT
EXHIBIT
10.1
This
Consulting Agreement (the “Agreement”) is entered into as of the 1st day of May
2006 by and between International Cellular Accessories, a Nevada corporation,
with its principal offices at 00 Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000 (the
“Company”) and Xxxxxx Xxxx with an address at 00000 Xxxx Xxxx XX 00, Xxxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0 (the “Consultant”).
WHEREAS,
the
Company wishes to engage the Consultant to provide business advisory and related
services to the Company and the Consultant wishes to accept such engagement,
all
upon the terms and subject to the conditions contained in this
Agreement;
NOW,
THEREFORE, the
parties hereto, in consideration of the mutual consideration and promises
contained herein and intending to be bound, hereby agree as
follows:
1.
Retention
of Consultant.
The
Company hereby retains the Consultant, and Consultant agrees to be retained
by
the Company, upon the terms in, and subject to the conditions of, this
Agreement.
2.
Term.
The
term
of this Agreement shall begin on the Closing Date of the Purchase Agreement
(the
“Effective Date”) and shall continue for six (6) months thereafter.
3. Duties
of Consultant.
During
the term of this Agreement, the Consultant shall assist and advise the Company
with respect to its SEC filings as such relates to matters that took place
prior
to April 1, 2006 and with regard to the dissolution of its Canadian subsidiary,
International Cellular Accessories Inc.
4.
Compensation.
As
compensation to the Consultant for the services to be rendered under this
Agreement, the Company shall pay Consultant an aggregate of
forty-eight-thousand-seven hundred-three Canadian dollars (Can$48,703).
5.
Status
as Independent Contractor.
The
parties intend and acknowledge that the Consultant is acting as an independent
contractor and not as an employee of the Company and that the level of
compensation to Consultant is not dependent upon any preordained time commitment
or level of activity. The Company shall not be responsible for any withholding
in respect of taxes or any other deductions in respect of the fees to be paid
to
Consultant and all such amounts shall be paid without any deduction or
withholding. Nothing in this Agreement shall be construed to create any
partnership, joint venture or similar arrangement between the Company and the
Consultant or to render either party responsible for any debts or liabilities
of
the other.
6.
Confidentiality.
The
Consultant acknowledges that in connection with the services to be rendered
under this Agreement, the Consultant may be provided with confidential business
information of the Company. The Consultant agrees to keep any information or
materials specifically designated in writing by a responsible officer of the
Company as confidential (the “Confidential Information”) in the strictest
confidence and not to disclose or disseminate any such Confidential Information
to any person, firm or other business entity except to those employees,
consultants or other independent contractors of the Company or the Consultant
as
shall be necessary or advisable for the carrying out of the purposes of this
Agreement and who are under a similar obligation of
confidentiality.
7.
Amendments,
Modifications, Waivers, Etc.
No
amendment or modification to this Agreement, nor any waiver of any term or
provision hereof, shall be effective unless it shall be in a writing signed
by
the party against whom such amendment, modification or waiver shall be sought
to
be enforced. No waiver of any term or provision shall be construed as a waiver
of any other term or condition of this Agreement, nor shall it be effective
as
to any other instance unless specifically stated in a writing conforming with
the provisions of this Section 7.
8.
Successors
and Assigns.
This
Agreement shall be enforceable against any successors in interest, if any,
to
the Company and the Consultant. Except as specifically provided herein, neither
the Company nor the Consultant shall assign any of their respective rights
or
obligations hereunder without the written consent of the other in each
instance.
9. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
10.
Notices.
Any
notices required or permitted to be given under this Agreement shall be
effective upon receipt at the respective addresses in the recitals to this
Agreement unless the address for notice to either party shall have been changed
by a notice given in accordance with this Section 10.
11.
Governing
Law; Venue.
This
Agreement shall be governed by, and construed in accordance with, the
substantive laws of the State of New York, without regard for principals of
conflicts of laws. Any action under this Agreement shall be brought in the
federal or state court in the City, County and State of New York.
IN
WITNESS WHEREOF, the parties hereto have set their respective hands as of the
date first above written.
| The Company: | The Consultant: | |||
| INTERNATIONAL CELLULAR ACCESSORIES | ||||
| By: | /s/ Xxxxxxxx Xxxxxxx | /s/ Xxxxxx Xxxx | ||
|
Name: Xxxxxxxx Xxxxxxx |
Xxxxxx Xxxx |
|||
| Title: President | ||||
